U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

                                   (Mark One)

          {X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                For the quarterly period ended September 30, 2002

          { } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

      For the transition period from ____________________to________________


                        Commission File Number: 000-49648

                                  TEXXON, INC.
        (Exact name of small business issuer as specified in its charter)


           Oklahoma                                  73-1554122
(State or other jurisdiction of                    (IRS Employer
 Incorporation or organization)                  Identification No.)


                    331 East Chilton Dr., Chandler, AZ 85225
                    (Address of Principal executive offices)


         Issuer's telephone number, including area code: (480) 926-5508

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.) YES X NO_____

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date: 11,017,998 shares as of November
5, 2002.








<PAGE>


                                  TEXXON, INC.
              Form 10-QSB for the quarter ended September 30, 2002

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This discussion in this quarterly report regarding Texxon and our
business and operations contains "forward-looking statements." These
forward-looking statements use words such as "believes," "intends," "expects,"
"may," "will," "should," "plan," "projected," "contemplates," "anticipates," or
similar statements. These statements are based on our beliefs, as well as
assumptions we have used based upon information currently available to us.
Because these statements reflect our current views concerning future events,
these statements involve risks, uncertainties and assumptions. Actual future
results may differ significantly from the results discussed in the
forward-looking statements. A reader, whether investing in our common stock or
not, should not place undue reliance on these forward-looking statements, which
apply only as of the date of this report.

         When used in this Quarterly Report on Form 10-QSB, "Texxon," "we,"
"our," and "us" refers to Texxon, Inc., an Oklahoma corporation.


<PAGE>

                                      INDEX
<TABLE>
<CAPTION>

Part I.     Financial Information

<S>                                                                                                           <C>
Item 1.  Financial Information

Balance Sheets at September 30, 2002 (unaudited)
  and December 31, 2001........................................................................................2
Statements of Operations (unaudited) for the
  three and nine months ended September 30, 2002 and 2001 and from October 6, 1998
  (date of Inception) to September 30, 2002....................................................................3
Statements of Change in Stockholders'
  Deficit (unaudited) for the period from October 6, 1998 (date of Inception)
  to September 30, 2002 .......................................................................................4
Statements of Cash Flows (unaudited) for the
  nine months ended September 30, 2002 and 2001 and from October 6, 1998
  (date of Inception) to September 30, 2002....................................................................5
Notes to Financial Statements (unaudited) .....................................................................6

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations ...........................................................................8

Part II.     Other Information

Item 1.  Legal Proceedings ....................................................................................10
Item 2.  Changes in Securities and Use of Proceeds ............................................................10
Item 3.  Defaults upon Senior Securities ......................................................................10
Item 4.  Submission of Matters to a Vote of Security Holders ..................................................10
Item 5.  Other Information ....................................................................................10
Item 6.  Exhibits and Reports on Form 8-K .....................................................................10

</TABLE>

<PAGE>



                          PART 1. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>


                                  TEXXON, INC.
                         (An Exploration Stage Company)
                                 Balance Sheets
<S>                                                          <C>                <C>


                                                             September 30,
                                                                     2002       December 31,
ASSETS                                                         (unaudited)             2001
                                                             -------------     -------------
Current Assets
     Cash                                                      $   13,798         $   2,697
     Inventory                                                      4,054             6,503
     Prepaid expenses                                                   -           100,082
                                                             -------------     -------------

                 Total Current Assets                              17,852           109,282

Property, Plant & Equipment, net
     Manufacturing equipment                                       73,604            71,355
     Automobiles                                                   29,000            29,000
     Office equipment                                              19,684            19,684
     Accumulated depreciation                                     (21,215)           (6,804)
                                                             -------------     -------------

                                                                  101,073           113,235
Other Assets
     Deposits                                                       6,375             6,375
                                                             -------------     -------------

                                                               $  125,300        $  228,892
                                                             =============     =============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
     Trade payables                                            $    9,083        $   12,912
     Notes payable - shareholders                                  42,023                 -
     Accrued expenses                                             180,782                 -
     Current maturities of long-term debt                           4,596                 -
                                                             -------------     -------------

                 Total Current Liabilities                        236,484            12,912

     Long-term debt - note payable                                 13,593                 -
                                                             -------------     -------------

                 Total Liabilities                                250,077            12,912

STOCKHOLDERS' DEFICIT
     Preferred stock, $.001 par value; 5,000,000 shares
        authorized; none issued or outstanding                          -                 -
     Common stock, $.001 par value; 45,000,000 shares
        authorized; 11,017,998 and
        10,704,784 shares issued and outstanding                   11,018            10,705
     Additional paid-in capital                                   649,157           599,845
     Deficit accumulated during the exploration stage            (784,952)         (394,570)
                                                             -------------     -------------

                 Total Stockholders' Deficit                     (124,777)          215,980

                                                             -------------     -------------
                                                               $  125,300        $  228,892

                                                             =============     =============
See Notes to Unaudited Financial Statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


                                  TEXXON, INC.
                         (An Exploration Stage Company)
                            Statements of Operations
             Three and Nine Months Ended September 30, 2002 and 2001
 and the Period From October 6, 1998 (Date of Inception) to September 30, 2002
                            Statements of Operations
                                   (unaudited)

<S>                                       <C>              <C>           <C>           <C>            <C>

                                               Three Months Ended           Nine Months Ended
                                                  September 30,               September 30,              October 6, 1998
                                                                                                          (Inception) to
                                              2002           2001          2002           2001        September 30, 2002
                                          -------------   -----------   -----------    -----------    ------------------

EXPENSES
Platinum and chemical purchases             $   15,671     $       -     $  19,982      $       -           $    30,549
Other operating expenses                       122,535             -       367,787              -               752,765
                                          -------------   -----------   -----------    -----------    ------------------

                                               138,206             -       387,769              -               783,314

OTHER INCOME (EXPENSE)
Interest expense                               (1,205)                     (2,615)                              (2,615)
Interest income                                      2             -             2              -                   977
                                          -------------   -----------   -----------    -----------    ------------------

         Net loss                           $  139,409     $       -     $ 390,382      $       -           $   784,952
                                          =============   ===========   ===========    ===========    ==================

         Weighted average shares

         outstanding                        10,744,843     3,000,000    10,726,247      3,000,000             6,429,959
                                          =============   ===========   ===========    ===========    ==================

         (Loss) per share, basic

         and diluted                        $   (0.01)     $    0.00     $  (0.04)      $    0.00           $    (0.12)
                                          =============   ===========   ===========    ===========    ==================


</TABLE>

See Notes to Unaudited Financial Statements.


<PAGE>

<TABLE>
<CAPTION>



                                  TEXXON, INC.
                         (An Exploration Stage Company)
                  Statements of Changes in Stockholders' Deficit
        Period from October 6, 1998 (Date of Inception) to September 30, 2002


<S>                                <C>        <C>       <C>           <C>        <C>          <C>         <C>            <C>
                                                                                                              Deficit
                                                                                                          Accumulated
                                   Preferred Stock          Common Stock        Additional       Common    During the
                                  -----------------    ----------------------      Paid-In        Stock   Exploration
                                  Shares     Amount         Shares     Amount      Capital   Subscribed         Stage      Total
                                  ------     ------    -----------   --------   ----------   ----------   -----------   --------
Balance at inception
  (October 6, 1998)                    -      $   -              -    $     -    $       -    $       -    $        -    $     -

Common stock issued to
  founders - January 2000              -          -      3,000,000      3,000            -       (3,000)            -          -
                                  ------     ------    -----------   --------   ----------   ----------   -----------   --------
Balance, December 31, 2000             -          -      3,000,000      3,000            -       (3,000)            -          -

Payment on subscription                -          -              -          -            -        3,000             -      3,000

Options to non-employees -
   January                             -          -              -          -        3,500            -             -      3,500

Common stock issued to
  founders - June                      -          -      3,500,000      3,500            -            -             -      3,500

Common stock issued in
  private placement -
       July                            -          -      2,209,929      2,210      307,180            -             -    309,390
       August                          -          -        936,855        937      130,223            -             -    131,160
       September                       -          -         25,000         25       12,475            -             -     12,500
       October                         -          -          8,000          8        3,992            -             -      4,000

Common stock issued for
  consulting services - August         -          -      1,000,000      1,000      139,000            -             -    140,000

Common stock issued for
  phone system - August                -          -         25,000         25        3,475            -             -      3,500

Net loss for the year
  ended December 31, 2001              -          -              -          -            -            -      (394,570)  (394,570)
                                  ------     ------    -----------   --------   ----------   ----------   -----------   --------
Balance, December 31, 2001             -          -     10,704,784     10,705      599,845            -      (394,570)   215,980

Common stock issued in
  private placement -
       January                         -          -          7,500          7        2,618            -             -      2,625

Common stock issued for
  consulting services - May            -          -         20,000         20        6,980            -             -      7,000

Common stock issued in
  private placement - Sept.            -          -        285,714        286       39,714            -             -     40,000

Net loss for the six months
  ended June 30, 2002                  -          -              -          -            -            -      (390,382)  (390,382)
                                  ------     ------    -----------   --------   ----------   ----------   -----------   --------
Unaudited Balance, Sept. 30, 2002      -      $   -    $11,017,998     11,018    $ 649,157    $       -    $ (784,952) $(124,777)
                                  ======     ======    ===========   ========   ==========   ==========   ===========   ========

</TABLE>
See Notes to Unaudited Financial Statements.



<PAGE>

<TABLE>
<CAPTION>

                                  TEXXON, INC.
                         (An Exploration Stage Company)
                            Statements of Cash Flows
                  Nine Months Ended September 30, 2002 and 2001
                  and the Period From October 6, 1998 (Date of
                        Inception) to September 30, 2002

<S>                                                           <C>             <C>              <C>

                                                                    Nine Months Ended
                                                                      September 30,               October 6, 1998
                                                                                                   (Inception) to
                                                                     2002             2001     September 30, 2002
                                                              ------------    -------------    -------------------
Operating Activities:
     Net loss                                                 $  (390,382)     $         -           $   (784,952)
     Adjustments to reconcile net loss to
      net cash used in operating activities:
        Depreciation expense                                       14,411                -                 21,215
        Issuance of stock and options for services                  7,000                -                 10,500
        Changes in operating assets and liabilities:
           Inventory                                                2,449                -                 (4,054)
           Prepaid expenses                                       100,082                                 140,000
           Accounts payable and accrued expenses                  176,953                -                189,865
                                                              ------------    -------------    -------------------

             Net Cash Used in Operating Activities                (89,487)               -               (427,426)
                                                              ------------    -------------    -------------------

Investing Activities:
     Deposits                                                           -                -                 (6,375)
     Purchase of property and equipment                            (2,249)               -               (118,788)
                                                              ------------    -------------    -------------------

            Net Cash Used in Investing Activities                  (2,249)               -               (125,163)
                                                              ------------    -------------    -------------------

Financing Activities:
     Proceeds on long-term debt                                    20,000                -                 20,000
     Proceeds on notes payable - shareholders                      42,023                -                 42,023
     Payments on long-term debt                                    (1,811)               -                 (1,811)
     Sales of common stock                                         42,625                -                506,175
                                                              ------------    -------------    -------------------

            Net Cash Provided by Financing Activities             102,837                -                566,387
                                                              ------------    -------------    -------------------

Increase in Cash                                                   11,101                -                 13,798

Cash, beginning of period                                           2,697                -                      -
                                                              ------------    -------------    -------------------

Cash, end of period                                           $    13,798      $         -           $     13,798
                                                              ============    =============    ===================

</TABLE>

See Notes to Unaudited Financial Statements.



<PAGE>


                                  TEXXON, INC.
                         (An Exploration Stage Company)
                     Notes to Unaudited Financial Statements
                               September 30, 2002


NOTE 1--ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization  and Nature of  Operations  The  accompanying  unaudited  financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim  financial  information and
with the  instructions to Form 10-QSB.  Accordingly,  they do not include all of
the  information  and  footnotes  required by  accounting  principles  generally
accepted in the United States of America for complete financial  statements.  In
the opinion of  management,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the nine month  period ended  September  30, 2002 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  December  31,  2002.  For  further  information,  refer  to the  audited
financial  statements  and footnotes  thereto for the fiscal year ended December
31, 2001 included in the Company's filing on Form 10.

Going Concern The accompanying  financial statements have been prepared assuming
the  Company  will  continue  as a going  concern.  The  Company is in the early
exploration stage and has not yet established  sources of revenues sufficient to
fund the development of business and pay current operating expenses. As shown in
the  accompanying  financial  statements,  the  Company  incurred  a net loss of
$784,952 during the period from October 6, 1998 (date of inception) to September
30, 2002.  Management intends to provide the necessary development and operating
capital  through  sales of its  common  stock and  commencement  of sales of the
platinum  derived  from the  licensed  product.  The  ability of the  Company to
continue  as a going  concern  during the next year  depends  on the  successful
completion of the Company's  efforts to raise capital and  commencement of sales
of the platinum derived from the licensed product.  The financial  statements do
not include any adjustments  that might be necessary if the Company is unable to
continue as a going concern.

Inventory  Inventory  consists of unprocessed  platinum on hand which is used in
the  production  process and is stated at the lower of cost (using the first-in,
first-out method) or market. Finished platinum inventory produced as a result of
the extraction  process and held for resale is classified as a current asset and
is stated at the lower of cost (using the first-in, first-out method) or market.
At September 30, 2002, there was no finished platinum inventory.

NOTE  2--ACCRUED EXPENSES

Included in accrued expenses at September 30, 2002, is $180,000 in accrued wages
owed to the Company's President and Vice-President.

NOTE  3--NOTES PAYABLE

Included  in  current   liabilities   is  $42,023  in  notes  payable  to  three
stockholders.  The notes are  unsecured,  accrue  interest at 10% and are due on
demand.




<PAGE>


NOTE  4--LONG-TERM DEBT

Long-term Debt - note  payable  is  comprised  of the  following:  Note
                 payable to a bank,  interest  at 7.88%, principal and interest
                 payments  of $489 due monthly through April 2005, secured by
                 automobile $18,189

Principal maturities in years subsequent to September 30, 2002 as are follows:

       Year Ending
      September 30,
           2003               $    4,596
           2004                    4,972
           2005                    5,377
           2006                    3,244
                              ------------
                              $   18,189
                              ============


Note 5--JOINT VENTURE AGREEMENT

On February 22, 2001, the Company signed a Joint-Venture Agreement ("Joint
Venture") calling for PGM Corporation ("PGM"), whose principal owners include
Twiford, to construct and operate a pilot plant as a model of a larger
production facility planned by the Company.

Early in the Joint Venture, the parties to the agreement ceased formal attempts
at compliance with its terms. On February 22, 2002, the agreement expired. The
following is a reconciliation of the costs incurred through February 22, 2002
included in the September 30, 2002 financial statements as compared to the
original $1,000,000 estimate.

<TABLE>
<CAPTION>


<S>                               <C>              <C>                        <C>                      <C>

                                                     Incurred During             Incurred from
                                                     the Nine Months               Inception
                                  Original                Ended                February 22, 2001
           Item                   Estimate         September 30, 2002         September 30, 2002        Difference

Included in the balance sheets:
Equipment                     $      142,000   $                      0   $                 66,060   $       75,940
Laboratory Equipment                  53,000                          0                     53,979            (979)
                                 ------------     ----------------------     ----------------------     ------------

         Sub-total                   195,000                          0                    120,039           74,961
                                 ------------     ----------------------     ----------------------     ------------

Included in the statements of operations:
Operating Supplies                    85,000                          0                     11,125           73,875
Consulting & Labor                   420,000                     40,000                    311,639          108,361
Other Costs                          300,000                     19,191                    140,175          159,825
                                 ------------     ----------------------     ----------------------     ------------

         Sub-total                   805,000                     59,191                    462,939          342,061
                                 ------------     ----------------------     ----------------------     ------------

           Total              $    1,000,000   $                 59,191   $                582,978   $      417,022
                                 ============     ======================     ======================     ============
</TABLE>



The equipment is recorded on the balance sheet as fixed assets. The other costs
incurred are included in cost of sales and operating expenses on the statements
of operations.


<PAGE>


Note 6--STOCKHOLDERS' DEFICIT

Texxon is  authorized  to issue  45,000,000  Shares of Common  Stock,  par value
$0.001 per share, of which  11,017,998  shares were  outstanding as of September
30,  2002.  Texxon is also  authorized  to issue  5,000,000  Shares of Preferred
Stock,  par value  $0.001  per  share,  of which  there are no shares  presently
outstanding.

Voting and Preemptive Rights - Holders of shares of Common Stock are entitled to
one  vote per  share on all  matters  submitted  to a vote of the  shareholders.
Voting  rights  are  non-cumulative.  No  preemptive  rights  extend  to  common
stockholders  to subscribe  for or to purchase any stock,  obligations  or other
securities of Texxon.

Liquidation Rights - Upon any liquidation,  dissolution or winding up of Texxon,
holders of shares of Common  Stock are  entitled  to receive pro rata all of the
assets of Texxon  available for distribution to shareholders  after  liabilities
are paid and distributions are made to the holders of Texxon's  Preferred Stock.
Preferred  stock  preferences,  if any, will be fixed by the Company's  board of
directors at the time of issuance.

Common Stock  Transactions - The Company issued  3,000,000  shares of its common
stock at par value to its  founders in exchange for  subscriptions  during 2000.
During 2001,  the  subscriptions  were paid in full in cash.  In  addition,  the
Company issued 3,500,000 shares of its common stock at par value to its founders
on June 1, 2001.

On August 22, 2001,  the Company  completed a private  offering of common stock,
resulting  in the issuance of 3,146,784  shares for $440,550  ($0.14/share).  On
August 28,  2001,  the  Company  issued  1,000,000  shares,  valued at  $140,000
($0.14/share)  to Dean Guise in exchange  for general  business  and  consulting
services.  The term of the agreement  was for 1 year.  The shares were valued at
$0.14 based on the recent private  placement of the company's  stock at the same
$0.14 a share.  In September and October 2001,  the Company  initiated a private
offering of common stock and issued 33,000 shares for $16,500 ($0.50/share).  In
January  2002,  the  Company  initiated a private  offering of common  stock and
issued 7,500 shares for $2,625 ($0.35/share).

On September 22, 2002, the Company completed a private offering of common stock,
resulting in the issuance of 285,714 shares for $40,000 ($0.14/share).

In May 2002, the Company issued 20,000 shares of restricted  common stock valued
at $7,000  to Dr.  Mick  Bjelopavlic  for  consulting  services  related  to the
chemical  reactions and  enhancements to the recovery  process.  The Term of the
agreement is for 1 year.  The shares were valued at $0.35 per share based on the
recent sale of stock to an existing shareholder at the same $0.35 per share. The
company has appropriately recorded an expense for a like amount.

Stock Options - On August 28, 2001, the Company adopted a stock option plan (the
"Plan").  Under the Plan,  incentive  stock options (ISOs) may be granted to the
Company's  officers,  key  employees  and key advisors for the purchase of up to
3,000,000  shares of the  Company's  common stock.  Scheduled  vesting is at the
discretion  of the Plan's  committee,  and  expiration  dates for the grants may
extend up to ten years from grant date. The exercise prices of the ISOs shall be
not less than 100%,  of the fair market value of the  Company's  common stock at
grant date.

On January 1, 2001,  the  Company  issued to its  officers  options to  purchase
1,500,000  shares of the Company's  common stock at an exercise  price of $0.001
per share.  These  options  expire ten years from the date of grant and are only
exercisable  upon the  completion of the first quarter of profitable  production
plant operation.

Also in  January,  2001,  the Company  granted  certain  consultants  options to
purchase up to  2,000,000  shares of the  Company's  common stock at an exercise
price of $0.001.  These options are exercisable  only after the Company's common
stock  has been  trading  for  thirty  days on a listed  exchange  or on the OTC
Bulletin Board. These options also expire in ten years from the date of grant.

Under the  provisions of SFAS 123, the Company  recognizes as a cost or expense,
the fair value of stock  awards  and  options  to  non-employees  at the date of
grant. Accordingly, the Company recognized expense of $3,500 associated with the
grants during 2001.


<PAGE>


Using the Black-Scholes option-pricing model with the following weighted-average
assumptions  used for  grants in 2001:  500%  volatility,  expected  life of the
options of five years,  zero  dividend  yield,  and  risk-free  interest rate of
5.50%,  the weighted  average  grant date fair value of options  granted  during
2001, all of whose exercise prices equaled or exceeded market value of the stock
at date of grant is $3,500, and the weighted average remaining  contractual life
for all options was  approximately  ten years.  At December 31, 2001, no options
were exercisable, no options were canceled,  3,500,000 options were outstanding,
and there were 3,000,000 options available for grant.

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Results of Operations

     For the three and nine month  periods  ended  September 30, 2002, we had no
revenues as we were still in the exploration stage. For the three and nine month
periods ended September 30, 2001 we had no operations and incurred no expenses.

     Selling,  general and administrative  expenses increased approximately 100%
for the three months ended  September  30, 2002 to $122,535 from $0 in the three
months ended  September  30, 2001.  Our SG&A expenses for the three months ended
September  30,  2002  included  $23,333 in  consulting  expenses  related to the
amortization of a prepaid consulting agreement,  $12,240 in rent expense for our
pilot  plant  located in  Chandler,  Arizona,  and  $60,000 in  accrued,  unpaid
compensation  to our  officers.  We believe our SG&A  expenses  will continue to
increase during the balance of fiscal 2002 as compared to fiscal 2001.

     Selling,  general and administrative  expenses increased approximately 100%
for the nine months  ended  September  30, 2002 to $367,787  from $0 in the nine
months ended  September  30, 2001.  Our SG&A  expenses for the nine months ended
September  30,  2002  included  $93,333 in  consulting  expenses  related to the
amortization of a prepaid consulting  agreement with Dean Guise, $36,857 in rent
expense for our pilot plant located in Chandler,  Arizona,  $180,000 in accrued,
unpaid  compensation to our officers,  $7,000 in non cash expenses  related to a
consulting agreement with Dr. Mick Bjelopavlic, $14,411 in depreciation expense,
$9,300  in  professional  fees  include  audit  fees of  $7,759  payable  to our
auditors,  Rodefer  Moss,  and $1,541 in  payments  due to our  accountant.  The
balance of selling, general and administrative expenses relates to the operation
of our pilot  plant.  We believe  our SG&A  expenses  will  continue to increase
during the balance of fiscal 2002 as compared to fiscal 2001.

     Our net loss for the three months ended  September 30, 2002 was $139,409 or
$0.01  per share as  compared  to a net loss of $0 for the  three  months  ended
September 30, 2001. The increase in the net loss is attributable to the increase
in operations in that we were inactive  during the three months ended  September
30, 2001. Our net loss for the nine months ended September 30, 2002 was $390,382
or $0.04 per share as  compared  to a net loss of $0 for the nine  months  ended
September 30, 2001. The increase in the net loss is attributable to the increase
in operations in that we were  inactive  during the nine months ended  September
30, 2001.  We expect to continue to incur losses until we commence the operation
of our production  plant.  We expect to incur losses during the operation of our
pilot plant. There is no assurance that we will be able to develop  commercially
viable products or to generate net revenue from the sale of our products,  or to
achieve or maintain profitable operations.

     During the balance of fiscal 2002 we will seek to raise capital in order to
fund the  acquisition of a license for the precious  metal recovery  technology.
Provisions of the license  agreement call for the company to pay to the inventor
$500,000  upon  successfully  raising  $2,000,000  or more. To date a payment of
$25,000 toward the $500,000 license  agreement has been paid. The company's plan
is also to fund the  expansion  of the pilot  plant and to fund,  construct  and
operate a  production  facility.  Our plan of  operation  will  depend  upon our
ability to raise sufficient operating capital. If such capital is not raised, we
will not be able to continue as a going concern.



<PAGE>

Liquidity and Capital Resources

     At September 30, 2002, we had working capital deficit of $218,632  compared
to working  capital of $96,370 at December 31, 2001.  Net cash used in operating
activities for the nine months ended  September 30, 2002 was $89,487 as compared
to $0  during  the nine  months  ended  September  30,  2001.  Net cash  used in
operating  activities from inception (October 6, 1998) to September 30, 2002 was
$427,426.  Net cash provided by financing  activities  for the nine months ended
September  30,  2002 was  $102,837  and  included  $20,000  in  proceeds  from a
long-term  loan and  $42,625 in proceeds  from the sale of our common  stock and
$42,023 in borrowings  from our  shareholders  and an individual  compared to $0
during the nine months ended  September 30, 2001. Net cash provided by financing
activities  from inception  (October 6, 1998) to September 30, 2002 was $566,387
and included  $20,000 in proceeds from a long-term loan and $506,175 in proceeds
from  the  sale  of  our  common  stock  and  $42,023  in  borrowings  from  our
shareholders and an individual.

     We have incurred cumulative losses from inception (October 6, 1998) through
September  30, 2002.  At September  30, 2002 we have an  accumulated  deficit of
$784,952,  and  the  report  from  of our  independent  auditor  on our  audited
financial   statements   at  December  31,  2001   contained  a  going   concern
modification. We will continue to incur losses during the foreseeable future and
have yet to achieve revenues  sufficient to offset direct expenses and corporate
overhead.  We do not have any present commitments for capital  expenditures.  We
will need  additional  working  capital to expand our  operations  and otherwise
attempt to achieve  profitability.  At this time, however, we have no agreements
or understandings with any third parities regarding  additional capital,  and we
cannot  guarantee  that we will be  successful  in obtaining  capital upon terms
acceptable  to us, if at all. Our failure to secure  necessary  financing  could
have a  material  adverse  effect on our  financial  condition  and  results  of
operations.

ITEM 3.  CONTROLS AND PROCEDURES

Our management,  which includes our President and Vice President,  has conducted
an evaluation of the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a_14(c)  promulgated  under the Securities and Exchange Act of
1934, as amended) as of a date (the  "Evaluation  Date") within 90 days prior to
the filing date of this report.  Based upon that  evaluation,  our Officers have
concluded that our  disclosure  controls and procedures are effective for timely
gathering,  analyzing and disclosing the information we are required to disclose
in our reports  filed under the  Securities  Exchange  Act of 1934,  as amended.
There have been no significant changes made in our internal controls or in other
factors that could significantly  affect our internal controls subsequent to the
Evaluation Date.



<PAGE>



                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

         None.

Item 2.  Changes in Securities and Use of  Proceeds

         None.

Item 3.  Defaults upon Senior Securities

         None.

Item 4.  Submission of Matters to a Vote of Security Holders

         None.

Item 5.  Other Information

         None.

Item 6.  Exhibits and Reports on Form 8-K

         (a)

             Exhibit 99.5 - Certification of Gifford M. Mabie Pursuant to
                            18 U.S.C. 1350, as Adopted Pursuant to Section 906
                            of the Sarbanes-Oxley Act of 2002.

         (b) Reports on Form 8-K

         None.



<PAGE>




                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant has
duly caused this  report to be signed on its behalf by the  undersigned  as duly
authorized.

                                  Texxon, Inc.
                                  (Registrant)


                                  /s/ Gifford Mabie, III
                                  ------------------------------------
                                  Gifford Mabie III, President and CEO


Dated:  November 13, 2002


<PAGE>


                                  CERTIFICATION

I, Gifford Mabie, III, certify that:

     1. I have reviewed this quarterly report on Form 10-QSB of Texxon, Inc.;

     2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements  made, in light of the  circumstances  made, not misleading  with
respect to the period covered by this quarterly report;

     3. Based on my knowledge,  the financial  statements,  and other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this report;

     4. The  registrant's  other  certifying  officers and I are responsible for
establishing for establishing and maintaining disclosure controls and procedures
(as defined in Exchange  Act Rules  13a-14 and  15d-14) for the  registrant  and
have:

          a. designed  such  disclosure  controls and  procedures to ensure that
     material information relating to the registrant, including its consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

          b. evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of this
     quarterly report (the "Evaluation Date"); and

          c.  presented  in this  quarterly  report  our  conclusions  about the
     effectiveness  of the  disclosure  controls  and  procedures  based  on our
     evaluation as of the Evaluation Date.

     5. The registrant's other certifying  officers and I have disclosed,  based
on our most  recent  evaluation,  to the  registrant's  auditors  and the  audit
committee of the  registrant's  board of directors  (or persons  performing  the
equivalent functions):

          a. all significant deficiencies in the design or operation of internal
     controls which could adversely affect the  registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     registrant's auditors any material weaknesses in internal controls; and

          b. any fraud,  whether or not material,  that  involves  management or
     other employees who have a significant  role in the  registrant's  internal
     controls.

     6. The registrant's other certifying  officers and I have indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.



         November 13, 2002

                                   By: /s/ Gifford Mabie, III
                                   ----------------------------
                                   Gifford Mabie, III,
                                   President and CEO,
                                   Principal Accounting Officer